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Internal Investigations 2015

 
Author(s): Richard J. Morvillo, David B. Bayless, Steven S. Scholes, Nancy Kestenbaum
Practice Area: Corporate & Securities
Published: Jun 2015
PLI Item #: 58800
CHB Spine #: B2183

Nancy Kestenbaum, a partner in New York, is Co-Chair of Covington’s White Collar Defense and Investigations Practice Group. She represents companies, boards of directors and individuals in a variety of white collar criminal, SEC and regulatory enforcement matters and complex civil litigation. Ms. Kestenbaum has extensive experience representing clients in the financial services, life sciences, energy, defense, consumer products and technology industries.

Ms. Kestenbaum served for nine years as a federal prosecutor in the United States Attorney’s Office for the Southern District of New York, where she investigated and prosecuted numerous cases including securities fraud, tax offenses, bank fraud, money laundering, obstruction of justice, civil rights violations, bribery and perjury, and served as Chief of the General Crimes Unit and Deputy Chief of the Criminal Division, where she supervised and trained dozens of other prosecutors.

Representative Matters

  • Represent various companies in FCPA investigations involving China, Africa and the Middle East.
  • Represent pharmaceutical companies in investigations involving marketing and promotion and
  • Represent various pharmaceutical companies in DOJ investigations concerning marketing, physician interaction and drug safety and labeling issues.
  • Represent financial institution in mortgage foreclosure-related DOJ investigation.
  • Represent companies and individuals in parallel DOJ and SEC insider trading investigations.
  • Represent various pharmaceutical companies in connection with DOJ investigations concerning sales and promotion practices, drug safety and labeling, and physician interaction practices.
  • Representation of a non-profit in connection with an investigation by the New York Attorney General’s Office.
  • Numerous internal investigations involving potential violations of various laws.
  • Advise companies on compliance policies and practices.

Education

  • Yale Law School, J.D., 1990
  • University of Pennsylvania, B.A., 1985
    • magna cum laude
    • Phi Beta Kappa


Richard Morvillo, a partner in the Washington, D.C. office of Morvillo LLP, is a nationally-recognized expert in SEC enforcement matters.  Best Lawyers named him “2013 Lawyer of the Year” in securities litigation (DC) and Chambers USA called “one of the deans of the securities enforcement bar.” Over the past 35 years, he has been involved in over 200 SEC investigations, including some of the highest profile cases the SEC has handles. He also has extensive experience in FCPA cases, securities related white-collar criminal matters and private securities litigation. A former branch chief with the Securities and Exchange Commission's Division of Enforcement, Rich represents corporations, corporate executives, brokerage firms, investment advisers, accounting firms, auditors, law firms, hedge funds and individual investors in connection with SEC, PCAOB, NYSE, FINRA, congressional, state attorney general and grand jury investigations; SEC litigation; and complex securities cases.

In addition to litigating to a successful judgment a number of SEC enforcement cases and defending numerous class actions and shareholder derivative suits in federal courts throughout the country, Rich has conducted many internal investigations for corporations, and advised members of numerous special committees of boards of directors as to their rights and obligations regarding the handling and evaluation of corporate transactions, internal investigations and shareholder litigation.

Apart from being recognized by Chambers USA, he is also listed as a leading litigator in numerous other peer-review publications, including Benchmark Litigation, The Best Lawyers in America, The Legal 500 United States, Ethisphere: Attorneys Who Matter, Washington DC Super Lawyers, The Legal Times, which named him one of Washington’s “Top 10 Securities Lawyers,” and Washingtonian Magazine. He is a frequent speaker at professional seminars and serves as the co-chair of two PLI annual programs: “Internal Investigations” and “Auditor Liability.” He has served on the adjunct faculty of Georgetown University School of Law, teaching a course in “Professional Responsibility in Corporate and Securities Practice.” Rich received his J.D. from Fordham University School of Law and his A.B. from Colgate University.


David Bayless, recognized by Securities Docket as one of the top SEC enforcement attorneys in the entire country, represents public companies, their directors and senior management in SEC enforcement actions, internal investigations, and private securities class actions. He is an experienced trial lawyer having litigated to verdict cases in federal, state and administrative forums. Previously, Mr. Bayless was the head of the Securities and Exchange Commission’s San Francisco office, where he was responsible for all SEC enforcement and examinations within that office’s multi-state jurisdiction.

Mr. Bayless has extensive experience in investigations and litigation involving financial reporting and accounting issues, the Foreign Corrupt Practices Act, whistleblower complaints, mortgage-backed securities and insider trading. He also represents broker-dealers, investment advisers, mutual funds and their employees in investigations by the SEC and FINRA. Finally, he represents issuers, underwriters and public officials in SEC municipal securities investigations.

Previous Experience

  • Securities and Exchange Commission, San Francisco District Office, District Administrator

Honors and Rankings

  • Recognized by Securities Docket as one of the top SEC enforcement attorneys in the country in its inaugural "Enforcement 40" list (2013).
  • Chambers USA - America's Leading Business Lawyers, Litigation - General Commercial (2012-2015)   
  • Best Lawyers in America, Corporate Compliance (2007-2016); Litigation - Securities (2012-2016)
  • Legal 500 US, Litigation - Securities: Shareholder Litigation (2013-2015)
  • Northern California Super Lawyers, Securities Litigation (2004-2015)
  • Selected as the Independent Consultant pursuant to the SEC’s Order In the Matter of Morgan Stanley DW Inc. (Administrative Proceeding No. 3 — 11335, November 17, 2003).
  • Expert witness in Mahonia Limited, J.P. Morgan Chase v. WestLB AG in The High Court of Justice, Queen’s Bench Division, Commercial Court, in London, England, on the subjects of United States securities laws and SEC enforcement actions.

Practices

  • White Collar Defense & Investigations
    • Anti-Corruption
    • Financial Institutions Investigations
    • Insider Trading
  • Securities/Derivatives Litigation & Enforcement
    • Securities & Commodities Enforcement
    • Securities, Derivatives & Transactional Litigation
    • Litigation

Education

  • The University of Chicago Law School, J.D.
    • with honors
    • Order of the Coif
  • Cambridge University, Ph.D.
  • Oberlin College, B.A.
    • with high honors

Judicial Clerkship

  • Hon. Luther M. Swygert, U.S. Court of Appeals, Seventh Circuit

Bar Admissions

  • California
  • District of Columbia
  • Illinois


Law School/Graduate School:  University of Illinois College of Law, J.D., cum laude, 1985


Work History: Steven S. Scholes is a partner in the law firm of McDermott Will & Emery LLP based in the Firm’s Chicago office.  He has served as the partner in charge of the Chicago Trial Department and the Firm's SEC Defense Group.  Steve concentrates his trial practice in all varieties of securities and other complex commercial litigation.  He has tried civil, criminal and administrative cases in federal and state courts, and he regularly represents clients before the Securities and Exchange Commission, state securities regulators and self-regulatory organizations, such as the Financial Industry Regulatory Authority, the Public Company Accounting Oversight Board and numerous stock, options and futures exchanges.

Steve has substantial experience in securities class and derivative actions, including cases alleging accounting irregularities, illegal trading, and breaches of fiduciary duty, among other things.  Steve regularly represents public companies and their officers and directors in merger and acquisition litigation, including both class and derivative actions, across the country.  He also has substantial experience in conducting internal investigations and in representing individuals who are subjects of internal investigations.

A former attorney in the Securities and Exchange Commission’s Division of Enforcement, Steve has been appointed by three different federal judges in Chicago to serve as receiver in SEC civil enforcement proceedings.  His work as receiver included conducting fraud investigations, prosecuting fraudulent conveyance claims, enforcing judgments, marshalling and liquidating assets, and developing and implementing plans of distribution.  Stemming from his work as a receiver, Steve has substantial experience in both prosecuting and defending a wide variety of fraudulent conveyance claims.